Articles of Revival Form 15 Centro Legal Works Inc

My recommendations for a Sweat Equity deal done right would be as follows:Background - Read all about what Sweat Equity is and the various types of Sweat Equity at Sweat Equity 101The Terms - Most Sweat Equity arrangements get off to a bad start without full clarity on exactly what the deliverables are going to be by the person contributing sweat equity (the “Consultant”), the value of that contribution by the Consultant, and how that value will be compensated by the Company (there are many different forms of paying for sweat equity). Once the Terms are clarified, then we can move on to the Documentation.The Documentation - The proper documentation in terms of the legal forms should include the following:Sweat Equity Agreement - The core consulting agreement between the Company and the Consultant that spells out the overall arrangement and refers to each individual Statement of WorkStatement of Work - The agreement that clearly outlines the specific work to be done by the Consultant in exchange for the Sweat Equity or a combination of Cash and Sweat Equity. This should be very clear on the deliverables and the specific value of those deliverables in very small chunks of work to avoid the vague “I’ll build the app in exchange for owning 25% of the company”Proprietary Information and Inventions Agreement - The detailed confidentiality agreement that also makes clear that the Consultant’s work is owned by the CompanyThe proper form of agreement that covers the specific type of Sweat Equity, which may be one of many forms:Amendment to the Organization Documents - If issuing additional founder’s equity, then the Operating Agreement or Charter should be amended to cover the issuance of additional equity and adding a shareholder or memberStock Warrant - If issuing equity under a warrant with an agreed upon strike priceSAFE Agreement - If the sweat equity will be granted in a SAFE (Simple Agreement for Future Equity) whereby the Consultant gets the equity as part of the next investment roundConvertible Note Agreement - If the sweat equity will be granted in a Convertible Note whereby the Consultant holds a note that converts into equity as part of the next investment roundRoyalty Agreement - If the sweat equity will be paid through a Royalty or revenue share agreement where the Consultant gets paid via a revenue royaltyStock Purchase Agreement - If the sweat equity will be paid through a stock purchase agreement and Bill of Sale (be careful of the notion of just “granting equity” in exchange for sweat equity as it creates a taxable event)I would generally recommend avoiding stock options or unit appreciation rights at the sweat equity stage since the Consultant is usually an independent contractor and not an employee. (That’s why I recommend a Warrant as one of the forms of payment instead of Options.)Here’s an easy-to-use app to quickly put together an iron-clad Sweat Equity agreement at SweatEquity.com

WHOA! You may have a BIG problem. When you started, are you certain you did not fill in a W-4 form? Are you certain that your employer doesn’t have your SS#? If that’s the case, I would be alarmed. Do you have paycheck stubs showing how they calculated your withholding? ( BTW you are entitled to those under the law, and if you are not receiving them, I would demand them….)If your employer is just giving you random checks with no calculation of your wages and withholdings, you have a rogue employer. They probably aren’t payin in what they purport to withhold from you.

First, the LLC operates as tax partnership (“TP”) as the default tax status if no election has been made as noted in Treasury Regulation Section 301.7701-3(b)(i). For legal purposes, we have a LLC. For tax purposes we have a tax partnership. Since we are discussing a tax issue here, we will discuss the issue from the perspective of a TP.A partner cannot under any circumstances be an employee of the TP as Revenue Ruling 69-184 dictated such. And, the 2016 preamble to Temporary Treasury Regulation Section 301.7701-2T notes the Treasury still supports this revenue ruling.Though a partner can engage in a transaction with the TP in a non partner capacity (Section 707a(a)).A partner receiving a 707(a) payment from the partnership receives the payment as any stranger receives a payment from the TP for services rendered. This partner gets treated for this transaction as if he/she were not a member of the TP (Treasury Regulation Section 1.707-1(a).As an example, a partner owns and operates a law firm specializing in contract law. The TP requires advice on terms and creation for new contracts the TP uses in its business with clients. This partner provides a bid for this unique job and the TP accepts it. Here, the partner bills the TP as it would any other client, and the partner reports the income from the TP client job as he/she would for any other client. The TP records the job as an expense and pays the partner as it would any other vendor. Here, I am assuming the law contract job represents an expense versus a capital item. Of course, the partner may have a law corporation though the same principle applies.Further, a TP can make fixed payments to a partner for services or capital — called guaranteed payments as noted in subsection (c).A 707(c) guaranteed payment shows up in the membership agreement drawn up by the business attorney. This payment provides a service partner with a guaranteed payment regardless of the TP’s income for the year as noted in Treasury Regulation Section 1.707-1(c).As an example, the TP operates an exclusive restaurant. Several partners contribute capital for the venture. The TP’s key service partner is the chef for the restaurant. And, the whole restaurant concept centers on this chef’s experience and creativity. The TP’s operating agreement provides the chef receives a certain % profit interest but as a minimum receives yearly a fixed $X guaranteed payment regardless of TP’s income level. In the first year of operations the TP has low profits as expected. The chef receives the guaranteed $X payment as provided in the membership agreement.The TP allocates the guaranteed payment to the capital interest partners on their TP k-1s as business expense. And, the TP includes the full $X guaranteed payment as income on the chef’s K-1. Here, the membership agreement demonstrates the chef only shares in profits not losses. So, the TP only allocates the guaranteed expense to those partners responsible for making up losses (the capital partners) as noted in Treasury Regulation Section 707-1(c) Example 3. The chef gets no allocation for the guaranteed expense as he/she does not participate in losses.If we change the situation slightly, we may change the tax results. If the membership agreement says the chef shares in losses, we then allocate a portion of the guaranteed expense back to the chef following the above treasury regulation.As a final note, a TP return requires knowledge of primary tax law if the TP desires filing a completed an accurate partnership tax return.I have completed the above tax analysis based on primary partnership tax law. If the situation changes in any manner, the tax outcome may change considerably. www.rst.tax

Work done by 1st person = 100 forms per hourWork done by 2nd person = 90 forms per hourSo, total work in 1 hour would be = 190 forms per hourWork done in 5hours = 190* 5 = 950Now, remaining work is only 50 formsIn 1 hour or 60minutes, 190 forms are filled and 50 forms will be filled in = 60/190 * 50 = 15.7minutes or 16minutes (approximaty)Total time = 5hours 16minutes

I'd say that you should just seek out the jobs that interest you and apply for them. Many don't have such onerous application forms. Some even allow you to apply through LinkedIn. And if you target a small set of companies that really interest you, then it's worth the extra effort to customize each application. Many recruiters and hiring managers, myself included, give more weight to candidates who seem specifically interested in an opportunity, as compared to those who seem to be taking a shotgun approach to the job seeking process.

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